Director at Duolingo (NASDAQ: DUOL) granted 2,001 RSUs in stock award

Rhea-AI Filing Summary

Duolingo, Inc. director James H. Shelton received an equity grant of 2,001 restricted stock units (RSUs) tied to the company’s Class A Common Stock. The RSUs were granted at no cash cost and will convert into one share per unit when they vest.

All 2,001 RSUs vest 100% on the earlier of the first anniversary of the grant date or the next annual meeting of Duolingo’s stockholders, as long as Shelton continues to serve the company. Following this grant, he directly holds 11,633 shares of Class A Common Stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Shelton James H

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	2,001	$0.00	--

Holdings After Transaction: Class A Common Stock — 11,633 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSUs granted: 2,001 RSUs Grant price per RSU: $0.00 per share Shares after transaction: 11,633 shares +1 more

4 metrics

RSUs granted 2,001 RSUs Equity award of Class A Common Stock RSUs

Grant price per RSU $0.00 per share RSU grant acquisition price

Shares after transaction 11,633 shares Direct Class A Common Stock holdings post-grant

Vesting trigger Earlier of 1-year or next annual meeting 100% vesting condition for RSUs

Key Terms

restricted stock units ("RSUs"), vesting, annual meeting of the Issuer's stockholders, Class A Common Stock

4 terms

restricted stock units ("RSUs") financial

"Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

vesting financial

"for each RSU upon vesting. 100% of the RSUs vest on the earlier of"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

annual meeting of the Issuer's stockholders financial

"the date of the next annual meeting of the Issuer's stockholders following the grant date"

Class A Common Stock financial

"share of the Issuer's Class A Common Stock for each RSU upon vesting"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shelton James H

(Last) (First) (Middle)

C/O DUOLINGO, INC.

5900 PENN AVENUE

(Street)

PITTSBURGH PENNSYLVANIA 15206

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/03/2026		A		2,001(1)	A	$0	11,633	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of the Issuer's Class A Common Stock for each RSU upon vesting. 100% of the RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of the Issuer's stockholders following the grant date, subject to the Reporting Person's continued service to the Issuer.

Remarks:

	/s/ Stephen Chen, as Attorney-in-Fact for James H. Shelton	06/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Duolingo (DUOL) director James H. Shelton receive in this Form 4 filing?

James H. Shelton received 2,001 restricted stock units (RSUs) linked to Duolingo’s Class A Common Stock. Each RSU represents the right to receive one share upon vesting, providing additional equity-based compensation tied directly to the company’s future performance.

What is the vesting schedule for James H. Shelton’s 2,001 Duolingo RSUs?

All 2,001 RSUs vest 100% on the earlier of the first anniversary of the grant date or the next annual meeting of Duolingo’s stockholders. Vesting is contingent on Shelton’s continued service to the company through that vesting date.

Does James H. Shelton pay anything for the Duolingo RSUs reported in this Form 4?

The RSUs were granted at a price of $0.00 per unit, meaning Shelton does not pay cash to receive the award. He will receive one share of Class A Common Stock for each RSU when the units vest under the stated conditions.

How many Duolingo Class A shares does James H. Shelton hold after this RSU grant?

After the reported RSU grant, Shelton directly holds 11,633 shares of Duolingo Class A Common Stock. This figure reflects his direct ownership position following the 2,001-share equity award reported in the Form 4 filing.

What type of security is involved in James H. Shelton’s Duolingo Form 4 transaction?

The transaction involves Duolingo Class A Common Stock delivered through restricted stock units (RSUs). Each RSU converts into one share upon vesting, aligning the director’s compensation with the long-term value of Duolingo’s publicly traded equity.

What does transaction code "A" mean in James H. Shelton’s Duolingo Form 4?

Transaction code “A” indicates a grant, award, or other acquisition of securities rather than an open-market purchase. In this case, Shelton received 2,001 RSUs as a compensation-related equity award in Duolingo Class A Common Stock.